MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY) FILED Date Received
OCT 21 1996 Oct 21 1996
EFFECTIVE DATE:
CORPORATION IDENTIFICATION NUMBER 426-410
ARTICLE OF INCORPORATION
OF
NWS MICHIGAN, INC.
These Articles of Incorporation are executed by the undersigned for the
purpose of forming a profit corporation pursuant to the provisions of the Act
284, Public Acts of 1972, as amended.
ARTICLE I
The name of the corporation is: NWS MICHIGAN, INC.
ARTICLE II
The purpose for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be famed under the
Business Corporation Act of Michigan, as it may be amended from time to time.
ARTICLE III
Total authorized shares: 60,000 Common Shares.
ARTICLE IV
The address of the registered office is:
400 Renaissance Center
Detroit, Michigan 48243
The mailing address of the registered office if different than above is:
Same as above.
The name of the resident agent at the registered office is: Barbara Kaye,
Esq.
ARTICLE V
The name and address of the incorporator is as follows:
NAME RESIDENCE OR BUSINESS ADDRESS
Barbara Kaye, Esq. 400 Renaissance Center
Detroit, Michigan 48243
ARTICLE VI
To the full extent permitted by the Michigan Business Corporation Act or
any other applicable laws presently or hereafter in effect, no director of the
corporation shall be personally liable to the corporation or its shareholders
for or with respect to any acts or omissions in the performance of his or her
duties as a director of the corporation. Any repeal or modification of this
Article VI shall not adversely affect any right or protection of a director of
the corporation existing immediately prior to, or for or with respect to any
acts or omissions occurring before, such repeal or modification.
ARTICLE VII
Any action required or permitted by the Michigan Business Corporation Act
to be taken at an annual or special meeting of shareholders may be taken without
a meeting, without prior notice, and without a vote, if before or after the
action, consents in writing, setting forth the action so taken are signed by the
holders of the corporation's shares having not less that the minimum number of
votes that would be necessary to authorize or take the action at a meeting at
which all shares entitled to vote on the action were present and voted.
ARTICLE VIII
When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them, a
court of equity jurisdiction within the State, on application of this
corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the corporation, may order a meeting of the creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement or a reorganization, agree to a compromise, arrangement or a
reorganization of this corporation as a consequence of the compromise or
arrangement, the compromise or arrangement and the reorganization, if sanctioned
by the court to which the application has been made, shall be binding on all the
creditors or class of creditors, or on all the shareholders or class of
shareholders and also on this corporation.
IN WITNESS WHEREOF, the undersigned, the incorporator of the above-named
corporation has executed these Articles of Incorporation on this 18th day of
October, 1996.
/s/ Barbara Kaye
---------------------------------------
Barbara Kaye, Esq.
Prepared by and after filing return to:
Barbara Kaye, Esq.
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243